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Correction of articles and certificates of a not-for-profit corporation

You will find in this policy, explanations on how to apply to correct articles and certificates that have been issued under the Canada Not-for-Profit Corporations Act (NFP Act).

Note

This policy is intended to provide information and set out guidelines. It is not to be a binding statement of what decision will be made on a particular application. It is also not intended to replace legal advice. You may wish to consult a lawyer or other professional to ensure that the specific needs of your corporation are taken into consideration when making an application.

What is a correction?

A correction is a request to fix an error in a corporation’s articles or certificate that occurred during the preparation of the articles or the issuance of the certificate.

When a correction is approved, Corporations Canada will issue a corrected certificate with corrected articles. A corrected certificate will have the same effective date as the certificate it replaces. However, if the correction relates to the effective date of the certificate, the corrected certificate will have the corrected date.

When a corporation receives the corrected certificate and articles, it must replace the certificate and articles in its corporate records and the corporation must inform third parties who may have relied on the articles and the certificate.

All articles filed with Corporations Canada, even those containing errors, are part of the corporate records held by Corporations Canada. No articles or other documents, even those containing errors, will be removed from these records.

Under what circumstances can I make a request for correction?

You can request Corporations Canada to correct:

an error attributable only to Corporations Canada

an obvious error

an error that is not-obvious that occurred during the preparation of articles or a certificate.

Under what circumstances will the Corporations Canada approve the correction of an error appearing in the articles or the certificate?

A request for a correction will only be approved if Corporations Canada is satisfied that the correction:

reflects the original intention of the corporation; and

will not prejudice members or creditors.

If an error is not obvious, the directors of your corporation must approve the request for correction.

Can Corporations Canada request that my corporation’s articles or certificate be corrected?

Corporations Canada may find an error in your corporation’s articles or certificates. In such cases, Corporations Canada will contact your corporation and indicate the steps to be taken and the documents to be provided to correct the error.

Can Corporations Canada refuse to correct articles or a certificate with an error?

Corporations Canada may refuse to correct an error if it is not satisfied that your request for correction:

reflects the original intention of the corporation, or

will not prejudice creditors or members

Corporations Canada will refuse to correct errors in judgement.

Examples where the correction will be rejected because it is deemed to be an error in judgement:

A corporation changes its classes of members in anticipation of a subsequent amalgamation, but the amalgamation does not happen. The articles will not be corrected to reflect the original classes of member’s provisions. An amendment to the articles is recommended in this case.

A corporation amends its articles to meet the Canada Revenue Agency (CRA)’s criteria regarding registered charities. CRA determines that the corporation does not meet the criteria and the corporation must amend its articles to meet them. A request to correct the articles to meet CRA’s criteria will not be approved even though the original intent was to amend the articles to meet the CRA criteria. The error in judgment was in how the articles were amended.

If it is difficult to show the original intention or if the correction could prejudice members or creditors, it is advisable that you file articles of amendment or obtain a court order to correct the certificate or articles.

Can I apply to a court to have articles or a certificate corrected?

Your corporation or another interested party may ask a court to order the correction of the articles or certificate. The court may order the correction of the articles or certificate, may determine the rights or members or creditors or the corporation and make any other order that the court thinks fit.

In the following examples, Corporations Canada is of the opinion that the correction could prejudice members or creditors and recommends that your corporation file articles of amendment or obtain an order from the Court to correct the certificate or articles:

fundamental changes to the corporation were made after the incorrect certificate was issued

Corporations Canada is not satisfied about the original intention of the corporation because it cannot be clearly shown or it is difficult to produce documentary evidence

How do I file a request to correct articles or a certificate?

You must submit the request to Corporations Canada with the information and documentary evidence required for the type of error:

1. Error attributable only to Corporations Canada

An error attributable to Corporations Canada is an error made by Corporations Canada during the processing of the request. This could be a data entry error (e.g. the name of the corporation was misspelled or the effective date of the certificate was wrong) or an error caused by Corporations Canada’s computer system.

An obvious error is one that appears on the face of the certificate or articles. The original intention of the corporation must be clear. A typo or spelling mistake could be considered as an obvious error.

An error that is not obvious is one that the original intention of the corporation is not obvious when reading the articles. For example, Item 6 of the Articles of Incorporation states that the corporation has 4 classes of members but only 3 classes are described. The original intention of the corporation is not obvious since it is impossible to determine if the intention was to have 3 or 4 classes of members.

Note

The request to correct a non-obvious error must be approved by the directors of your corporation.

What happens after I submit my request?

The examination of your request will be made based on information and documentary evidence provided.

Corporations Canada considers if the material that you have provided is satisfactory that the correction reflects the original intention of your corporation and will not prejudice members or creditors.

If Corporations Canada determines that your request was not filed under the correct type of error (for example, it was filed as an obvious error instead of an error that is not obvious), then Corporations Canada will return you the request with a letter indicating that you should re-submitted the request as a different type of error and, if applicable, that you should provide additional information or documentary evidence.

Note

Corporations Canada does not determine the type of error before a completed request has been submitted.

Corporations Canada may ask you for additional information or documentary evidence at any time.

Can I appeal the Corporations Canada’s decision with the Court?

Corporations Canada’s decision may be appealed to a court under section 258 of the Canada Not-for-profit Corporations Act.